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Cognizant (CTSH) Americas president vests 5,222 RSUs, 2,615 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP President – Americas Surya Gummadi reported routine equity-compensation transactions. On June 1, 2026, restricted stock units (RSUs) granted under the 2023 Incentive Award Plan vested, converting into Class A Common Stock. A total of 5,222 RSUs were exercised into shares, while 2,615 shares were withheld at $55.76 per share to cover applicable taxes. Footnotes explain several RSU awards granted on February 28, 2024 and February 25, 2026, each vesting in quarterly installments over three years, with each RSU representing one share of Class A Common Stock. These entries reflect compensation-related vesting and tax withholding rather than open-market buying or selling.

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Insider Gummadi Surya
Role President - Americas
Type Security Shares Price Value
Exercise Restricted Stock Units 1,168 $0.00 $0.00
Exercise Restricted Stock Units 319 $0.00 $0.00
Exercise Restricted Stock Units 2,309 $0.00 $0.00
Exercise Restricted Stock Units 1,426 $0.00 $0.00
Exercise Class A Common Stock 1,168 $0.00 $0.00
Exercise Class A Common Stock 319 $0.00 $0.00
Exercise Class A Common Stock 2,309 $0.00 $0.00
Exercise Class A Common Stock 1,426 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 2,615 $55.76 $146K
Holdings After Transaction: Restricted Stock Units — 39,857 shares (Direct); Class A Common Stock — 36,192 shares (Direct)
Footnotes (10)
  1. F1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit ("RSU") award granted on February 28, 2024.
  2. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  3. F3. Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 28, 2024.
  4. F4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026.
  5. F5. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
  6. F6. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  7. F7. A total of 14,016 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2027).
  8. F8. A total of 7,645 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 1, 2027).
  9. F9. A total of 27,718 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2029).
  10. F10. A total of 11,413 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 1, 2029).
RSUs vested and exercised 5,222 RSUs Converted into Class A Common Stock on June 1, 2026
Shares withheld for taxes 2,615 shares at $55.76 Withheld to pay applicable taxes on June 1, 2026
RSU grant size (2024 award 1) 14,016 RSUs Granted February 28, 2024, vesting quarterly over three years
RSU grant size (2024 award 2) 7,645 RSUs Granted February 28, 2024, complex quarterly vesting to March 1, 2027
RSU grant size (2026 award 1) 27,718 RSUs Granted February 25, 2026, vesting quarterly to March 1, 2029
RSU grant size (2026 award 2) 11,413 RSUs Granted February 25, 2026, structured quarterly vesting to March 1, 2029
Restricted Stock Units financial
"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 1/12th of the restricted stock unit ("RSU") award"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2023 Incentive Award Plan financial
"A total of 14,016 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan"
tax withholding financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes."
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
quarterly installments financial
"began vesting in quarterly installments over three years, commencing on June 1, 2024"
contingent right financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did CTSH executive Surya Gummadi report in this Form 4?
Surya Gummadi reported RSU vesting and related share movements. 5,222 restricted stock units converted into Class A Common Stock, and 2,615 shares were withheld at $55.76 per share to cover taxes, reflecting routine compensation activity rather than an open-market trade.

How many Cognizant (CTSH) RSUs vested for Surya Gummadi on June 1, 2026?
On June 1, 2026, 5,222 RSUs vested and were exercised into Cognizant Class A Common Stock. These RSUs came from multiple awards that vest quarterly over three years under the company’s 2023 Incentive Award Plan, each RSU delivering one share upon vesting.

Were any Cognizant (CTSH) shares sold on the market in this Form 4?
No open-market sales were reported. The only disposition was 2,615 shares withheld at $55.76 per share to pay applicable taxes on vesting. Code F indicates tax-withholding, which is a compensation mechanism, not a discretionary market sale by the executive.

What RSU grants does Surya Gummadi hold under Cognizant’s 2023 Incentive Award Plan?
Footnotes describe four RSU grants: 14,016 and 7,645 RSUs granted February 28, 2024, and 27,718 and 11,413 RSUs granted February 25, 2026. Each grant vests in structured quarterly installments over three years, ending March 1, 2027 or March 1, 2029 respectively.

How do the Cognizant (CTSH) RSUs in this filing vest over time?
The RSUs vest quarterly over three years. Some awards vest 1/12th on each quarterly date, while others follow a schedule with 1/8th on early dates and smaller fractions later, with the remainder vesting on the twelfth date in 2027 or 2029.

What does each Cognizant (CTSH) RSU represent for Surya Gummadi?
Each restricted stock unit represents a contingent right to receive one share of Cognizant’s Class A Common Stock. As RSUs vest under the 2023 Incentive Award Plan, they automatically convert into shares, subject to tax withholding obligations settled using a portion of those shares.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gummadi Surya
(Last)(First)(Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., STE 36, 6 FL
(Street)
TEANECK NEW JERSEY 07666
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President - Americas
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock06/01/2026M1,168(1)A(2)34,753D
Class A Common Stock06/01/2026M319(3)A(2)35,072D
Class A Common Stock06/01/2026M2,309(4)A(2)37,381D
Class A Common Stock06/01/2026M1,426(5)A(2)38,807D
Class A Common Stock06/01/2026F2,615(6)D$55.7636,192D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)06/01/2026M1,168 (7) (7)Class A Common Stock1,168$03,504D
Restricted Stock Units(2)06/01/2026M319 (8) (8)Class A Common Stock319$0957D
Restricted Stock Units(2)06/01/2026M2,309 (9) (9)Class A Common Stock2,309$025,409D
Restricted Stock Units(2)06/01/2026M1,426 (10) (10)Class A Common Stock1,426$09,987D
Explanation of Responses:
1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit ("RSU") award granted on February 28, 2024.
2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
3. Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 28, 2024.
4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026.
5. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
6. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
7. A total of 14,016 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2027).
8. A total of 7,645 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 1, 2027).
9. A total of 27,718 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2029).
10. A total of 11,413 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 1, 2029).
Remarks:
/s/ Melissa Glass, on behalf of Surya Gummadi, by Power of Attorney06/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR